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Ma Playbook TEXT

Provides strategic frameworks, checklists, and negotiation guidance for M&A transactions, covering both acquiring and being acquired sides. It addresses due diligence, valuation approaches, deal structure, and post-acquisition integration planning.

5 uses this weeksource alirezarezvanilicence MIT
Quality gate: INCONCLUSIVE · better answers · measured 2026-10-23
Blind-judged against the bare model on 2 requests: average lift -0.5 points (specificity, structure, method, fit).
won 1/2, lift -0.5, tokens ×10.4
Security scan: clean · 2026-10-24 · 3 files · ran in sandbox
no network calls, shell tricks, credential access or instruction tampering found in its files.

Try asking

Say it in your own words; the assistant finds this recipe by itself. Examples:

“Vi overvejer at købe en mindre softwarevirksomhed for deres teknologi. Hvilke områder skal vi fokusere på under due diligence?”
“Ska vi bygge vores egen produktionslinje eller købe en eksisterende leverandør? Hjælp mig med at vurdere strategien.”
“Vi forbereder os på at sælge vores firma. Hvad skal vi gøre for at få vores regnskab og IP-dokumentation i orden?”
“I'm considering acquiring a small SaaS startup to get their customer base. What are the first steps I should take in due diligence?”
“Our board wants to know if we should build our own AI feature or acquire a company that has it. Help me frame the buy-vs-build decision.”
“We are preparing to sell our company. What should we do in the next 6 months to get ready for a data room and potential buyers?”
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Good for

m&adue-diligencevaluationacquisitionintegrationdeal-structurestrategynegotiation

Not for

Do not use for detailed legal contract review, tax structuring, or precise financial modeling, as these require specialized legal, tax, or CFO tools. It is not for routine operational management or non-M&A strategic planning.

Details

When it is the right choice

Use when evaluating a potential acquisition target, preparing a company for sale, or structuring a merger. It is appropriate for high-level strategic planning, defining due diligence scope, and identifying key negotiation points like earnouts or lockups. It serves as the initial strategic framework before detailed legal or financial analysis.

The full recipe the assistant reads

M&A Playbook

Frameworks for both sides of M&A: acquiring companies and being acquired.

Keywords

M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout

Quick Start

Acquiring: Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.

Being Acquired: Start with readiness assessment → data room prep → advisor selection → negotiation → transition.

When You're Acquiring

Strategic Rationale (answer before anything else)

  • Buy vs Build: Can you build this faster/cheaper? If yes, don't acquire.
  • Acqui-hire vs Product vs Market: What are you really buying? Talent? Technology? Customers?
  • Integration complexity: How hard is it to merge this into your company?

Due Diligence Checklist

Domain Key Questions Red Flags
Financial Revenue quality, customer concentration, burn rate >30% revenue from 1 customer
Technical Code quality, tech debt, architecture fit Monolith with no tests
Legal IP ownership, pending litigation, contracts Key IP owned by individuals
People Key person risk, culture fit, retention risk Founders have no lockup/earnout
Market Market position, competitive threats Declining market share
Customers Churn rate, NPS, contract terms High churn, short contracts

Valuation Approaches

The ranges below are illustrative, not current market data — always verify against current market comps before using them in a model or negotiation.

  • Revenue multiple: Industry-dependent (illustrative range: 2-15x ARR for SaaS, varying with growth rate, NRR, and rate environment)
  • Comparable transactions: What similar companies sold for — the most defensible anchor
  • DCF: For profitable companies only (most startups: use multiples)
  • Acqui-hire: Illustrative range: $1-3M per engineer in hot talent markets

Sources to verify against (check the latest edition): the SaaS Capital Index (private SaaS revenue multiples, updated monthly), Software Equity Group (SEG) Annual/Quarterly SaaS M&A Reports (transaction multiples), and Aventis Advisors' SaaS valuation multiples reports. Cross-check at least two before anchoring a price.

Integration Frameworks

See references/integration-playbook.md for the 100-day integration plan.

When You're Being Acquired

Readiness Signals

  • Inbound interest from strategic buyers
  • Market consolidation happening around you
  • Fundraising becomes harder than operating
  • Founder ready for a transition

Preparation (6-12 months before)

  1. Clean up financials (audited if possible)
  2. Document all IP and contracts
  3. Reduce customer concentration
  4. Lock up key employees
  5. Build the data room
  6. Engage an M&A advisor

Negotiation Points

Term What to Watch Your Leverage
Valuation Earnout traps (unreachable targets) Multiple competing offers
Earnout Milestone definitions, measurement period Cash-heavy vs earnout-heavy split
Lockup Duration, conditions Your replaceability
Rep & warranties Scope of liability Escrow vs indemnification cap
Employee retention Who gets offers, at what terms Key person dependencies

Red Flags (Both Sides)

  • No clear strategic rationale beyond "it's a good deal"
  • Culture clash visible during due diligence and ignored
  • Key people not locked in before close
  • Integration plan doesn't exist or is "we'll figure it out"
  • Valuation based on projections, not actuals

Verification Loop (before any LOI or signature)

This skill frames the deal; two sibling skills verify it. Hand off — don't duplicate:

  1. Legal terms → general-counsel-advisor: run the LOI/term sheet through ../general-counsel-advisor/scripts/term_sheet_analyzer.py (12-dimension 0-100 score) and the definitive docs through ../general-counsel-advisor/scripts/contract_risk_scanner.py (12 founder-killer patterns: earnout traps, uncapped indemnity, vague IP, etc.). Any 🔴 finding goes to outside counsel before signing.
  2. Data diligence → chief-data-officer-advisor: run ../chief-data-officer-advisor/scripts/ai_training_data_audit.py (training-data rights, GDPR Art. 6 basis) and ../chief-data-officer-advisor/scripts/data_asset_valuator.py (data-asset value, M&A multiplier with carve-out penalties) on the target's data estate. Undocumented consent provenance is a price-reduction or walk-away item.
  3. Valuation math → cfo-advisor tools for the quantitative model; this playbook stays qualitative.

Loop the findings back into the negotiation-points table above before the next counter.

Integration with C-Suite Roles

Role Contribution to M&A
CEO Strategic rationale, negotiation lead
CFO Valuation, deal structure, financing
GC LOI/term sheet review, contract risk scan, regulatory triggers
CDO Data diligence: training-data rights, data-asset valuation
CTO Technical due diligence, integration architecture
CHRO People due diligence, retention planning
COO Integration execution, process merge
CPO Product roadmap impact, customer overlap

Resources

  • references/integration-playbook.md — 100-day post-acquisition integration plan
  • references/due-diligence-checklist.md — comprehensive DD checklist by domain
  • ../general-counsel-advisor/SKILL.md — term sheet analyzer + contract risk scanner
  • ../chief-data-officer-advisor/SKILL.md — data diligence + data-asset valuation
Files in this skill (4)
  • LICENSE
  • SKILL.md
  • references/due-diligence-checklist.md
  • references/integration-playbook.md
Where it comes from

Vendored from alirezarezvani/claude-skills, commit 27cfcd0fb0a4, path c-level-advisor/skills/ma-playbook, licence MIT. The upstream licence file ships inside the skill.